Attachment 12 - Non-Disclosure Agreement.pdf

For Official Use Only N00024-15-R-6406 Attachment 12

Terms of Use and Non-Disclosure Agreement

The undersigned, _________________________(Insert Name), an authorized representative of the ______________________________(Insert Company Name), (which is hereinafter referred to as the Recipient) requests the Government to provide the Recipient with technical data or computer software (hereinafter referred to as Data) in which the Government's use, modification, reproduction, release, performance, display or disclosure rights are restricted. Those Data are identified in an Attachment (1) to this Agreement. In consideration for receiving such Data, the

Recipient agrees to use the Data strictly in accordance with this Agreement:

(1) The Recipient shall:

(a) Use, modify, reproduce, release, perform, display, or disclose Data marked with government purpose rights or SBIR data rights legends only for government purposes and shall not do so for any commercial purpose. The Recipient shall not release, perform, display, or disclose these Data, without the express written permission of the contractor whose name appears in the restrictive legend (the Contractor), to any person other than its subcontractors or suppliers, or prospective subcontractors or suppliers, who require these Data to submit offers for, or perform, contracts with the Recipient. The Recipient shall require its subcontractors or suppliers, or prospective subcontractors or suppliers, to sign a use and non-disclosure agreement prior to disclosing or releasing these Data to such persons. Such agreement must be consistent with the terms of this agreement.

(b) Use, modify, reproduce, release, perform, display, or disclose technical data marked with limited rights legends only as specified in the attachment to this Agreement. Release, performance, display, or disclosure to other persons is not authorized unless specified in the attachment to this Agreement or expressly permitted in writing by the Contractor. The Recipient shall promptly notify the Contractor of the execution of this Agreement and identify the

Contractor's Data that has been or will be provided to the Recipient, the date and place the Data were or will be received, and the name and address of the Government office that has provided or will provide the Data.

(c) Use computer software marked with restricted rights legends only in performance of

Solicitation Number N00024-15-R-6406 and any resultant contract. The recipient shall not, for example, enhance, decompile, disassemble, or reverse engineer the software; time share, or use a computer program with more than one computer at a time. The recipient may not release, perform, display, or disclose such software to others unless expressly permitted in writing by the licensor whose name appears in the restrictive legend. The Recipient shall promptly notify the software licensor of the execution of this Agreement and identify the software that has been or will be provided to the Recipient, the date and place the software were or will be received, and the name and address of the Government office that has provided or will provide the software.

(d) Use, modify, reproduce, release, perform, display, or disclose Data marked with special license rights legends (To be completed by the contracting officer. See 227.7103-7(a)(2). Omit if none of the Data requested is marked with special license rights legends).

(2) The Recipient agrees to adopt or establish operating procedures and physical security measures designed to protect these Data from inadvertent release or disclosure to unauthorized third parties.

http://www.acq.osd.mil/dpap/dars/dfars/html/current/227_71.htm#227.7103-7

(3) The Recipient agrees to accept these Data “as is” without any Government representation as to suitability for intended use or warranty whatsoever. This disclaimer does not affect any obligation the Government may have regarding Data specified in a contract for the performance of that contract.

(4) The Recipient may enter into any agreement directly with the Contractor with respect to the use, modification, reproduction, release, performance, display, or disclosure of these Data.

(5) The Recipient agrees to indemnify and hold harmless the Government, its agents, and employees from every claim or liability, including attorneys fees, court costs, and expenses arising out of, or in any way related to, the misuse or unauthorized modification, reproduction, release, performance, display, or disclosure of Data received from the Government with restrictive legends by the Recipient or any person to whom the Recipient has released or disclosed the Data.

(6) The Recipient is executing this Agreement for the benefit of the Contractor. The Contractor is a third party beneficiary of this Agreement who, in addition to any other rights it may have, is intended to have the rights of direct action against the Recipient or any other person to whom the

Recipient has released or disclosed the Data, to seek damages from any breach of this Agreement or to otherwise enforce this Agreement.

(7) The Recipient agrees to destroy these Data, and all copies of the Data in its possession, no later than 30 days after the date shown in paragraph (8) of this Agreement, to have all persons to whom it released the Data do so by that date, and to notify the Contractor that the Data have been destroyed.

(8) This Agreement shall be effective for the period commencing with the Recipient's execution of this Agreement and ending 1) for the unsuccessful offer, upon date of award of the contract resulting from solicitation N00024-15-R-6406; and 2) for the awardee, upon the date of completion of the contract resulting from solicitation N00024-15-R-6406. The obligations imposed by this Agreement shall survive the expiration or termination of the Agreement.

(9) The Recipient acknowledges that attachments/exhibits contained in Solicitation N00024-15-

R-6406 are controlled by Distribution Statement D and contain technical data whose export is restricted by the Arms Export Control Act (Title 22, U.S.C. Sec. 2751 et seq. or Executive Order

12470) and that their use is authorized for proposal preparation and subsequent contract performance and shall not be disseminated without prior approval from the Contracting Officer.

Authorized Representative* Typed Name and Title Date

Signature of Facility Security Officer Typed Name Date

*Authorized to sign on behalf of the company.

(End of use and non-disclosure agreement)

Attachment 1

Unclassified Technical Documentation:

The Non Disclosure Agreement (NDA) for Solicitation No. N00024-15-R-6406 encompasses all unclassified technical documentation contained in this Solicitation and associated

Attachments/Exhibits.

Classified Technical Documentation:

The Non Disclosure Agreement (NDA) for Solicitation No. N00024-15-R-6406 encompasses the following classified technical documentation:

7022029 (C) - AUTOMATIC PILOT SUPPLEMENTAL INFORMATION (U)

7022036 (C) - POWER OUTPUT & DISTRIBUTION ASSY (PODA) SUPP INFO (U)

8594951 (C) TORPEDO MK54 EXTERNAL IRS/IDD CLASSIFIED ANNEX (U)